CROWN HOLDINGS, INC. (NYSE:CCK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
The information provided in Item 1.01 below is hereby incorporated herein by reference.
SECTION2 – FINANCIAL OPERATION
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
On January18, 2018, Crown Holdings, Inc. (the “Company”) entered into a Purchase Agreement to which Crown European Holdings S.A. (the “Euro Issuer”) agreed to issue and sell to several purchasers, for whom Citigroup Global Markets Limited is acting as representative, €335,000,000 aggregate principal amount of senior unsecured notes due 2023 (the “2023 Euro Notes”) and €500,000,000 aggregate principal amount of senior unsecured notes due 2026 (the “2026 Euro Notes” and, together with the 2023 Euro Notes, the “Euro Notes”).
The 2023 Euro Notes will mature on February1, 2023 and will accrue interest at a rate of 2.250% per year. Interest on the 2023 Euro Notes will be payable semi-annually on February1 and August1 of each year, beginning on August1, 2018. The Euro Issuer may redeem some or all of the 2023 Euro Notes at any time prior to November1, 2022 (three months prior to the scheduled maturity of the 2023 Euro Notes) by paying 50% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, and a make-whole premium.
The 2026 Euro Notes will mature on February1, 2026 and will accrue interest at a rate of 2.875% per year. Interest on the 2026 Euro Notes will be payable semi-annually on February1 and August1 of each year, beginning on August1, 2018. The Euro Issuer may redeem some or all of the 2026 Euro Notes at any time prior to August1, 2025 (six months prior to the scheduled maturity of the 2026 Euro Notes) by paying 50% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, and a make-whole premium.
If the Euro Issuer or the Company experiences a change of control repurchase event, the Euro Issuer may be required to offer to purchase the Euro Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
The Euro Notes are senior obligations of the Euro Issuer and of the U.S. Issuers (as defined below). The Euro Notes will be unconditionally guaranteed on a senior basis by the Company and, subject to applicable law and exceptions, certain of the Company’s current and future subsidiaries organized under the laws of Canada, England, France, Germany, Luxembourg, Mexico, the Netherlands, Spain and Switzerland.
Also on January18, 2018, the Company entered into a Purchase Agreement to which Crown Americas LLC and Crown Americas Capital Corp. VI (collectively, the “U.S. Issuers”) agreed to issue and sell to several purchasers, for whom Citigroup Global Markets Inc. is acting as representative, $875,000,000 aggregate principal amount of senior unsecured notes due 2026 (the “Dollar Notes” and, together with the Euro Notes, the “Notes”).
The Dollar Notes will mature on February1, 2026 and will accrue interest at a rate of 4.750% per year. Interest on the Dollar Notes will be payable semi-annually on February1 and August1 of each year, beginning on August1, 2018. The U.S. Issuers may redeem some or all of the Dollar Notes at any time prior to February1, 2021 by paying 50% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, and a make-whole premium. The Dollar Notes will be subject to other redemption rights that will be set forth in the indenture relating thereto.
If the U.S. Issuers or the Company experience a change of control repurchase event, the U.S. Issuers may be required to offer to purchase the Dollar Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
The Dollar Notes are senior obligations of the U.S. Issuers and will be unconditionally guaranteed on a senior basis by the Company and, subject to applicable law and exceptions, certain of the Company’s current and future subsidiaries organized under the laws of the United States.
The U.S. Issuers and the guarantors of the Dollar Notes have agreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the Dollar Notes for publicly tradeable notes having substantially identical terms.
TheNotes will be sold in a private placement and resold by the initial purchasers to qualified institutional buyers to Rule 144A of the Securities Act of 1933, as amended (the “SecuritiesAct”), and to non-U.S. persons outside the United States to Regulation S of the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
The Notes are being offered as part of the financing to fund the Company’s previously announced acquisition of Signode Industrial Group Holdings (Bermuda) Ltd. (“Signode”) from an affiliate of the Carlyle Group (such acquisition, the “Signode Acquisition”). The Notes will be subject to a special mandatory redemption in the event that on or prior to August15, 2018, Crown does not acquire entities, properties and assets representing at least 80% of the net sales generated by Signode and its consolidated subsidiaries for the twelve months ended September30, 2017 or Crown notifies the trustee in writing that it will not pursue the Signode Acquisition. The special mandatory redemption price will be equal to 50% of the initial issue price of the notes, plus accrued and unpaid interest from the date of initial issuance (or, if after the August1, 2018 interest payment date, from August1, 2018) up to, but excluding, the special mandatory redemption date.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this Form 8-K consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the expected completion of the offerings of the Notes, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other important factors that could cause the statements made in this Form 8-K or the actual results of operations or financial condition of the Company to differ include, without limitation, that the offerings of the Notes are subject to a number of conditions and that the Company may not be able to close the Signode Acquisition by August15, 2018 or at all. There can be no assurance that the offerings of the Notes will be completed as described herein or at all. Other important factors are discussed under the caption “Forward Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December31, 2016 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.
SECTION9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 1.01. | Financial Statements and Exhibits |
|
Exhibit |
Description |
| Exhibit10.1 | Purchase Agreement, dated as of January 18, 2018, by and among the Company, the U.S. Issuers, Citigroup Global Markets Inc., as representative of the Initial Purchasers named in Schedule I thereto, and the Crown Guarantors (as defined therein) |
| Exhibit10.2 | Purchase Agreement, dated as of January 18, 2018, by and among the Company, the Euro Issuer, Citigroup Global Markets Limited, as representative of the Initial Purchasers named in Schedule I thereto, and the Crown Guarantors (as defined therein) |
CROWN HOLDINGS INC ExhibitEX-10.1 2 d364167dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CROWN HOLDINGS,…To view the full exhibit click here
About CROWN HOLDINGS, INC. (NYSE:CCK)
Crown Holdings, Inc. is engaged in the design, manufacture and sale of packaging products for consumer goods. The Company’s business is organized within three divisions: Americas, Europe and Asia Pacific. Within each Division, the Company is organized along product lines. The Company’s segments within the Americas Division are Americas Beverage and North America Food. The Company’s segments within the European Division are European Beverage and European Food. The Company’s Asia Pacific Division segment consists of its beverage and non-beverage can operations. The Company’s segments also include its European aerosol and specialty packaging business, its North American aerosol can business, and its tooling and equipment operations in the Unites States and the United Kingdom. It operates over 150 plants along with sales and service facilities throughout over 40 countries. It also has canmaking and spare part operations in the United States and the United Kingdom.
